Spider-Man: She-Venomous
by Boofka
Summary: A gender-beding alternative to the events of Marvel Knights Spider-Man #6, #7 and #8. After Mafia don Vincente Fortunato buys the Venom symbiote at auction, he gives it to his daughter Angelica. Transformed from a weakling into a super-powered symbiote host, she uses her newfound abilities for selfish reasons, until someone close to her plots to steal the symbiote from her...
1. Author's Note and Prologue: The Auction

_**Spider-Man: She-Venomous**_

 **by Boofka**

 **Author's Note:**

This story is an alternative to the events of Marvel Knights Spider-Man #6, #7 and #8. The premise of those issues involves Angelo Fortunato, the awkward 18-year-old son of Don Vincente Fortunato, a prominent Mafia don in the Marvel universe. Eddie Brock decides to sell the Venom symbiote, and Don Fortunato is the highest bidder. He gives it to his son Angelo, who becomes the symbiote's host.

Basically, the plot is the same as the original, just gender-bended so that Don Vincente Fortunato gives the Venom symbiote to his daughter, Angelica, instead. The following prologue takes specifics about the original storyline (including original dialogue, most of which is left intact) in order to make this alternative storyline more organically attached to the one that occurred in the Marvel Universe.

NOTE: This story does not fall into the continuity established by the "Booted Beauty" series.

 **Prologue: The Auction**

 **2004.**

Angelica hated going to these sorts events. She hated being here, where she could be spotted next to small Italian man wearing dark eyeglasses and a cap. To everyone else in Manhattan, he was Don Vincente Fortunato, a notorious and feared Mafia boss with the sort of deep connections and deep pockets to make anything happen. To Angelica, however, he was simply known as "Dad."

Angelica looked briefly over at her father. The car-ride over had been mostly silent. All Angelica knew was that her father had received an invitation to attend an auction for some type of superpower or supervillain. She was in the room when he received it. After he read the invitation, he looked at Angelica, and sneered. "Maybe I'll take you. Maybe you'll finally be some use to this family…"

The villain known as Shocker came up to her father.

"Hey, Mister Fortunato," Shocker said to him. "What are you doing here? You thinking about getting into the whole costume thing after all these years?'

"Ah," Fortunato replied, "I never had the legs for the old spandex, Herman. I'm just here to put a bid and see if this super-villain suit could maybe make something out of… Angelica."

Shocker nodded towards Angelica. She was, in a strange way, darkly beautiful. Her dark brunette hair was long, which covered her face, as did a pair of glasses. She had elegant features and darker skin, reflecting her Mediterranean background. She was taller than average, with an ample bosom, but was very thin and with a body that was not very toned.

"This one… can you believe this rail-thin waif came from the same fine womb that gave me my beautiful Giachetta?"

Angelica looked at the floor, she hated being compared to her beautiful sister all the time. It was obvious with her natural beauty and athleticism, as well as her recent marriage to a hedge-fund manager, Giachetta was their father's favorite.

Angelica, embarrassed and blushing, pulled out her inhaler and took in a big huff. Then, holding her arms to her chest, she turned and walked away from her disparaging father.

"Eh," he remarked to the Shocker, "If this whole shindig can turn her into someone or something that can boss around the competition… so be it."

***  
In front of a curtain in a crowded theater, a bald man named Phineas Mason addressed the crowd.

"Ladies and gentlemen," he began, "if I could ask you all to take your seats please. We don't have a great deal of time and our very special guest doesn't like to be kept waiting."

He continued. "You all know me. You all know my reputation when it comes to supplying high quality weapons, names and costumes. So believe me when I say that what I have for you tonight just outclasses anything we ever sold on the market before. This is not the beetle moving on and selling up. This is not the looter trying to make a little cash. This is a class one super criminal who's been featured on the FBI's Most Wanted more consistently than anyone outside Magneto, Red Skull, or Victor Von Doom himself."

A pause. "What I'm offering you tonight is the opportunity to protect yourselves like you never have before. What I'm offering you now is a once-in-a-lifetime shot at the major leagues… Ladies and gentlemen, tonight's auction is for Venom himself!"

A gentleman, Eddie Brock, walked out on stage.

A voice from the audience: "What are you talking about? That ain't Venom!"

Mason chuckled before replying. "No, Mister Marko, this gentleman is Eddie Brock, Venom's human host. Mister Brock and Venom coexist in a strange, symbiotic relationship where each party requires the other to survive. Venom, as you may have heard, is a super-powered alien parasite. Mister Brock, unfortunately, has cancer and wouldn't live six months were he disconnected from this opportunistic organism."

Another voice from the audience. "So, why are we here?"

Mason replied. "Because, my old friend, Mister Brock has a seen a certain Mel Gibson movie, which, he says, has changed his life forever. And now he wishes to exorcise this beast from his heart. He's had a crisis of faith, it seems, and he tells me he's ready to suffer the consequences of his illness now. He's giving the alien up to whoever makes the most generous offer."

The dome-clad supervillain called Mysterio chimed in. "Auctioning a psychotic killer to gang of supervillains? That doesn't sound to Christ-like. What are you doing, Brock? Giving the proceeds to charity?"

Eddie Brock smiled from the stage. "That's exactly what I'm doing, Mysterio. The piece of trash would only find a new host anyway, and at least this way all that dirty money you guys bid goes to a good cause."

"Well said, Mister Brock," Mason chimed in. "Naturally, you'll want to check the goods before you make a bid, so I'd like to warn any epileptics in the audience to look away for a second as our friend here gets into character… Whenever you're ready, Mister Brock."

A rush of black, oily mass erupted from behind Eddie Brock. It was larger than Brock, with a sharp, toothy maw that appeared to scream silently at them. Audience members were threatening to heave. It was an incredible sight.

Angelica Fortunato watched it in awe. As she used her inhaler again, she wondered who, of all these assembled criminals, would win this terrible prize…


	2. Chapter 1: The Transformation

_**Spider-Man: She-Venomous**_

 **by Boofka**

 **Chapter One: The Transformation**

Another day, another car ride. Her father had won the auction, and now the two of them were driving to meet Brock and inherit the symbiote. Angelica felt uneasy. She had seen the symbiote demonstrated last night and while it impressed her, she wondered about what it would do to her, how exactly it would change her. She remembered seeing snippets about the villain-turned-antihero Venom on the news, and the strange alien costume that gave him his abilities. She wondered what capabilities she would be able to harness after this transaction…

They got out of the car at a church, and entered the sanctuary. Brock was expecting them. Brock and her father shock hands, before her father nudged her forward.

"And this is who will be receiving your… Venom-thing. My daughter, Angelica."

Angelica stretched out her hand. Brock leaned in to kiss it.

"Enchanté," he whispered to her. She blushed.

"So, Eddie," her father said, reinserting himself in the conversation. "How long do you think your sick body's gonna last when you give up the alien suit?"

"Who knows?" Brock replied. "A couple of days? A week? It doesn't really matter, Mister Fortunato. All I know is I been such a scumbag these last few years that I deserve whatever I get. Thanks for the money, by the way," he added at the last minute.

"No problemo," he replied. "I'm just sorry it took so long. But a hundred mill's a hundred mill no matter who you are, right?"

"Relax, I wasn't going anywhere," Brock interjected. "I'm just laughing at the idea of all your dirty money being split among fifty different charities. You should be feeling pretty good about yourself, all the fine work that cash is gonna do."

"I'm feeling better about the muscle Venom's gonna bring to the family business," Don Fortunato responded. "And this four-eyed little disappointment my wife brought into the world. After all these years, I'm gonna have a daughter that isn't a disappointment. If only the Good Lord had blessed me with a son instead. "

"Dad…" Angelica awkwardly rubbed her shoulders, embarrassed.

Brock turned her attention to her. "And what about you, Angelica. How do you feel about taking on this beast I been carrying around?"

"How d'you think she feels? She's excited as hell!" Don Fortunato interjected.

"I didn't ask you," Brock said. "I asked her. You sure you want to go through with this? Because it's not too late to change your mind. You sure you want to throw your life away like this?"

"I don't really have a life to begin with…" Angelica replied, meekly. "I hope I can be useful to my father's operations, and maybe even that I can turn it into something good."

Brock looked at her. "And any selfish reasons?"

Angelica quickly used her inhaler before answering Brock. "There's a girl at school that's always teasing me. Maybe Venom could help me out…"

"It's up to you, kid," Brock told her. "The first time it crawls inside you, it hurts like nothing you can imagine. It's claustrophobic for a while, but it settles in pretty fast and you'll both be breathing in sync before you know it."

"Is… is it true it know Spider-Man's secret identity?" Angelica asked.

"Oh yeah," Brock replied. "And if you ask it nice, it might even tell you…"

* * *

Today was the first day Angelica hadn't been bedridden since the transfer of the symbiote from Brock to her.

Angelica felt different, her skin rippled with some sort of foreign energy. She would get spastic migraines every once in a while that would only last for a second or two. She would feel pains in random parts of her body. Whatever was inside of her, it was alive, and perhaps more importantly, it was awake.

When it came to how she got the symbiote, she had expected something different, something that made more sense. Brock just simply held her as the gooey symbiote wrapped around her body, then submerged itself into her skin. The whole process lasted only a few seconds. It hurt, just as Brock had promised it would.

Now, she was back home, in her room. After alerting him to her newfound health, her father was on the other side of the door, waiting for her to transform, to make sure that this thing was worth all the money he paid for it.

Angelica didn't know what to expect. However, she did start taking off her sweatpants, because knew from previous coverage and knowledge that the symbiote would be a form-fitting body suit that would cover her, give her power, and turn her into some kind of alien beast.

" _Not…necessarily…"_ she heard a voice tell her.

She looked around, and she was alone.

"Who's there?" she asked.

 _"_ _I am… the symbiote… I have been studying you, Angelica Fortunato…"_

"Studying me? Like, you can read my thoughts?"

 _"_ _Oh, yesssss… And we can make you what you've always wanted to be, Angelica… Beautiful, strong… Powerful!"_

Angelica looked at herself in the mirror. She was in a tank top and her panties, her recently discarded sweatpants on the floor. She took off her glasses, and put them on her dresser.

"What can I do? To receive all that you have promised me?"

 _"_ _Simple… accept our bond…"_

"Very well," she said. "Do whatever it is you-"

Angelica's command was cut off by a short scream as she saw her body erupt in gooey blackness, covering her skin and her body. The material was warm, and felt good on her bare skin. She could feel it cover up her arms and legs in what felt like goop. Once it solidified, it felt like some sort of wet mix of rubber and silk. She felt the symbiote flow through her legs and arms onto her hands and feet, through her fingers and toes.

When it came to her torso and chest, the symbiote had no problem tearing away Angelica's tank top or panties. When the symbiote cover her genital region, Angelica let out a moan. She could feel as the symbiote snapped off her bra, letting her big breasts free only to be covered up seconds later by the rush of symbiotic fluid. Angelica let out little coos of delight as the symbiote covered her breasts, she loved the sensation the liquid had when it covered her nipples.

Finally, with most of her body already covered, her head was engulfed in a series of tendrils, giving her temporarily blindness. When she opened her eyes again, she found she could see. She looked down at her body, which was now black with just a hint of blue, glistening and glossy. White squares adorned the back of her hands. The fingers of her hands themselves more resembled claws, and Angelica moved her new fingers, admiring them. She looked down to see that her toes also looked more claws, and she again wiggled them under the new material.

She looked up in the mirror and was shocked by the figure standing in front of her. The thing that struck Angelica the most was how much more toned her physique had become. She appeared to have the body of a gymnast, and felt power surging through her. She could breathe easier than she ever could have before.

Her hair was completely covered by the symbiote's mask, which also had two white patches over her eyes that Angelica realized she was seeing out of. A spider-symbol was snuggly between her breasts. In fact, the symbiote accentuated her natural curves despite making her physique more toned, making Angelica feel sexy for truly the first time in her life. The symbiote covering was flawless and smooth, truly a second skin more than a costume.

At first, she thought her mask was featureless except for the white patches. But soon, she witnessed as the mouth area of her mask opened, providing a toothy maw which Angelica knew she could speak out of.

"Ahhhh! Yessss!" the newly transformed Angelica bellowed in a voice that was her own, but a with a different, deeper voice added, sounding as if they were both speaking at once. "We are no longer Angelica Fortunato… we are something greater… WE ARE VENOM!"

She reached for the doorknob, and opened the door, only to see her father. He was looking up at her, stunned.

"Oh, my Angelica," he said, with tears in his eyes. "My dear, sweet Angelica. I've never been so proud of you in my entire life."

He embraced her, and Angelica didn't fight it. She hugged him back, and a thought occurred to her: she had finally done right by her father.


	3. Chapter 2: The Training Begins

_**Spider-Man: She-Venomous**_

 **by Boofka**

 **C** **hapter Two: The Training Begins**

"It's turned out better than I could have possibly imagined!"

This was Angelica's father's cry as he examined his newly transformed daughter.

"Angelica, dear, you don't have to be in the full transformation like that if you don't want," Don Fortunato told her. She was struck by the fact that he had never called her "dear" before.

"The symbiote listens to you now, and can turn into anything you want it to turn into," he said. "That being said, considering what I have in store for you, you might want to pick something… athletic."

Angelica nodded, and the symbiote quickly uncovered from her body, instead forming into a sports bra, athletic shorts, and a pair of black sneakers.

"Excellent," Don Fortunato said. "Quite excellent."

The two walked outside of their mansion to the backyard, where Angelica could see a makeshift training facility had been constructed for her. She saw a large climbing wall set up, as well as a freestanding punching bag nearby.

"Angelica," he said, putting his hand on her shoulder. "You can now run faster, jump higher, complete feats of strength even the world's greatest athletes would have a difficult time doing. This is just to test some of that."

Angelica made her way to the climbing wall, grabbing a rope and positioning her feet to climb up it. She did in a matter of seconds.

"Bravo, bravo," her father said, applauding politely. "But these abilities include the ability to cling to walls, like Spider-Man. Transform, and see what I mean."

She quickly transformed as she was before, the full symbiotic form of She-Venom. She pressed one of her transformed, claw-like fingers against the climbing wall, and pressed her feet against it in a similar fashion. She began to crawl up, slowly at first, but then faster, reaching the top even fast than she had before.

She jumped off the wall into the grass of her backyard, as the symbiote once again reverted into her workout clothing.

"Bravo, bravo," her father cheered, with a polite little clap. "Now, a test of strength."

He motioned towards the punching bag, and Angelica walked over to it.

"Okay, dear, give it a few blows," he commanded.

Angelica gave the punching bag a quick series of punches. She was almost unnerved by how quickly her firsts were flying. She kicked it a few times, and then backed away from it and towards her father.

"Impressive, but you hardly damaged it. Let's see if you can't do better!"

Angelica once again transformed into She-Venom, and approached the punching bag. Summoning all her strength, she once again punched the bag, breaking it and sending what was left of it flying into the air.

"Wonderful, wonderful!" her father commented as she returned to her human form. "Your strength is incredible! But there is something else you must master before you are ready…"

* * *

Don Fortunato and Angelica arrived at the base of the Empire State Building. Angelica looked up at the giant skyscraper, and gulped. She had an idea of what was coming.

"Much like Spider-Man, you have the ability to use the symbiote as a 'webbing' of sorts in order to move yourself quickly through metropolitan areas, like New York."

"So," Angelica asked, nervous. "What is it I'll be doing?"

"You're going to the tip-top of that building, you're gonna jump off, and you're gonna swing through Manhattan!"

Angelica nodded, but inside she was terrified. How exactly was this going to work without Angelica smashing into the road below? Could the symbiote just be expected to form over her like that?

Angelica took the elevator to the observation deck, as her father commanded. When she arrived, the air was cooler than it was on the ground, and she walked out towards the middle of the observation deck.

She quickly grabbed hold of the security fencing around the deck, climbing up it, much to the dismay of the people surrounding her. Several security guards were shouting at her, stunned at her ability to climb what appeared to be such an impenetrable defense.

Perched on the top of the fence, ignoring the shouts below her, Angelica took a deep breath before jumping off. She heard the screams back on the observation deck as she did so.

For a moment, she forgot what she was there to do. She had completely surrendered to the fear, the idea that this would be the way her life ended. But, upon remembering the symbiote, she no longer feared. It once again reformed on her body as she fell from the sky. Once it was secure on her body, she raised a hand, which proceeded to issue a black webbing substance similar to what adorned her.

She hung on to it to swing away from the Empire State Building, and using her other hand to aim at a nearby building, she swung away from the massive skyscraper.

"WOO-HOO!" she screamed above the bustling New York cityscape. It felt so different to be so high up and in control.

She attempted to locate her father's limo, hoping for a quick getaway to avoid suspicion for what just occurred on the observation deck. After scanning the ground, she located it.

She gradually lowered herself closer to the ground until she was practically on top of the car. With the sunroof opened, she gracefully dropped inside as the symbiote reverted back to her workout attire.

"That was beautiful, my dear!" her father complimented. "You're getting the hang of this thing!"

"My connection with the symbiote… it feels so natural," she said.

"Well, you just rest up, and we'll proceed with the training later tonight," Don Fortunato said, as his limo left downtown New York and headed for home.

* * *

Angelica was asked to meet at an abandoned warehouse for the final part of her training. She donned her typical symbiote-workout gear, expecting one final test of her abilities.

She walked into the empty space.

"Hello?" Angelica cried out. Her voice echoed in the empty warehouse.

Almost without realizing it, she grabbed a masked man who was sneaking up behind her and slammed him on the ground. Only after looking at him did she realize he had been holding a knife.

Angelica then heard gunshots fired near her. The bullets landed close by where she was standing, not close enough to hit her, but close enough to spook her. Quickly, she ran for some cover. Realizing that this mission would take her entire skillset, she once again transformed into her symbiote form again.

"Okay, boysssss…" she said, walking towards the center of the warehouse. "Do your worsssst…"

Three sword-wielding masked men approached her, and she quickly somersaulted to kick one in the face. She quickly punched another so hard it sent him flying, while disarming one with her webbing, finally subduing him with a punch to the face.

Gun shots were heard yet again, and she felt a sensation, a mild sting, as if one of them had hit her in the back. She heard a bullet hit the floor, and assumed that the symbiote was bullet proof.

She quickly jumped in the air, spinning a web and locating the man with the gun. He took aim, and fired at her again. She dodged the bullets in mid-air before firing a web at him. It connected to his gun, and Angelica yanked it hard, pulling it from his grip.

She swung up to the ceiling, crawling on it on all fours before jumping down to the rafter he was on and kicking him off of it. His body hit the floor with a force of impact, killing him instantly.

Angelica felt regret for having killed a man like that, but the symbiote reassured her.

" _He deserved it…."_ it whispered to her.

Suddenly, she heard clapping from down below. She swung down below, expecting another fight, only to see her father, clapping.

"Bravo, my darling! Well done!"

Angelica could feel her face surface through the symbiote.

"You passed the tests with flying colors!"

"Passed the tests!?" Angelica screamed with an anger that surprised even herself. "Dad, I could've been killed!"

"But you didn't! You didn't die, obviously! That thing on your body gives you abilities you can barely comprehend!"

"You're right…" Angelica said, her face melting back into the symbiote, and her mask returning to the surface.

She immediately grabbed her father by his throat, lifting him up high in the air.

"Angelica!" he screamed through panicked breathes. "What… the fuck… are you… doing?"

"You aren't the boss of me…" she said, before smiling and adding "Of us…"

She threw her father up in the air, where he landed on his back.

Writhing in pain on the ground, Angelica came up to him again. "I'm in charge now. I won't do anything I don't feel comfortable doing. I'm not your slave any longer."

Angelica walked away and spun a web, leaving the warehouse and her father, abandoned on the floor...


	4. Chapter 3: Angelica's Retribution

_**Spider-Man: She-Venomous**_

 **by Boofka**

 **Chapter Three: Angelica's Retribution**

Angelica and her father barely spoke since the incident at the warehouse. There appeared to be an understanding between them now: Angelica was not to be bothered unless she was absolutely needed.

In one of their few recent conversations, the decision had been made that Angelica should return to school as soon as possible, as not to raise any suspicion as to what had occurred.

The morning she was supposed to return to school, she stood in front of the mirror, naked once again. She imagined her school uniform, and sure enough, it began forming around her. Angelica looked at the mirror with newfound confidence. No matter what, the symbiote had her back now, and just as she had told Brock, she had imagined taking retribution on one of her school bullies once she was in a place to return to school…

* * *

As Angelica stepped into the hallways for the first time since her transformation, jaws dropped. Her school, which was an all-girls academy, only contained the daughters of New York's richest and most influential people.

As she went in for her first class, English, she sat down next to her friend, Kylie.

"Oh my God, Ang!" Kylie shouted. "You look… amazing? What happened?"

"Oh, I, uh, got contacts, and I, uh, decided to do something different with my hair," Angelica responded.

Kylie nodded, but based on Angelica's new, more-toned figure, decided that wasn't the end of the story.

"If you ask me, I think she just went to the plastic surgeon on daddy's dollar!"

Kathryn walked in to the class. She was blonde, tall, and beautiful. Her fair complexion contrasted with Angelica's darker Mediterranean skin. She walked with a posse with 3 other girls. As she sat down, she sneered at Angelica.

"Maybe now, you'll finally get laid… freak!" Kathryn snickered.

Angelica could feel the anger building in her, but the symbiote reassured her: the time for revenge was not now, but soon…

* * *

After first period, Angelica had decided the time had come. Noticing Kathryn's posse was hanging outside the bathroom, Angelica ducked in without anyone noticing, planning her revenge for whenever it was that Kathryn decided to come in. Angelica was patient. She could wait…

Angelica walked into a bathroom stall. Soon, she willed the symbiote to withdraw, causing her school uniform to dissolve and melt back into her skin. Angelica was now completely naked, waiting on her prey.

She heard Kathryn's voice, gossiping about other girls in her school. She heard the door to the bathroom swing open, and Kathyn say "I'll be back out, just need to freshen up!"

Angelica watched Kathryn through the slot of the bathroom stall-door. Kathryn daintily applied makeup to her cheeks and nose.

 _"It's time_ ," the symbiote told her.

The symbiote began pouring out of her skin, the way it had before. Angelica soon had bits of symbiote goo all over her naked, exposed body. She let out a moan, the feeling and sensation felt just as good this time as it had been before, especially as it covered the lower part of her body...

Kathryn could tell something was going on in the stall. "Hello…?" she inquired.

Angelica could feel the newly added symbiote strength as her body more and more resembled a female version of the iconic Venom costume. On the outside, it was glossy, a biological substance to be sure, but one that fit just like second skin. Angelica felt like she was wearing a warm, wet, slightly rubbery leotard made out of silk and latex.

Angelica let out another coo of delight as the symbiote enveloped her breasts, covering her from the neck down.

"Gross. Hey, whoever you are, are you masturbating in there?" Kathryn asked with disgust.

As the symbiote formed over her face and transformed her luscious lips into the teeth filled maw of the symbiote, Angelica began to crave the look of true terror Kathryn was about to have.

The transformed Angelica kicked the door open, so hard it went flying until it hit a wall, as Kathryn shrieked. Kathryn tried to make a run to the door, but the quick-thinking Angelica threw some of the symbiote's webbing at the door knob. As Kathryn screamed trying to open the door only to have the knob continue to not budge, Angelica again summoned her webs, which latched onto Kathryn and pulled her towards the transformed Angelica.

As Kathryn landed with a thud on the floor, she looked up at the monstrous symbiote creature that now faced her. Kathryn began to scream again.

"What are you!?" she yelled.

Angelica lay down on top of the hyperventilating Kathryn. Kathryn began to feel smothered by the rubber-like, wet goo of whatever it was this monster was wearing.

"You!" the transformed Angelica screamed, pointing a transformed, claw-like finger at her bully. "You terrorize those different from you! You feed off the misery of every girl in this school! I'm here to tell you… it ends today!"

Angelica crawled slowly up to face the trembling Kathryn, until they were face to face.

"I'm always watching. I'm always around. And if you torment ANYONE else… you'll have to answer to ME!" Angelica said.

Kathryn nodded, on the verge of tears.

"What's that, Kathryn? Cat got your tongue?" Angelica said. On the inside, she was exuberant, seeing Kathryn this distraught brought her more joy than she thought possible.

She leaned into Kathryn's face, and gave her cheek a nice, long lick with a longer, symbiote-enhanced tongue. Kathryn reviled in terror, a puddle emitting from her school-mandated skirt…

"You disgusting little creature!" Angelica stood up. "Get outta my sight!"

Kathryn ran as fast as she could towards the door. Angelica attached a web to the door, pulling it towards her and opening the formerly locked door so that the distraught Kathryn could run through.

Angelica cheered, pounding her fists in the air. As the symbiote suit reverted back into her school uniform, Angelica checked to make sure the coast was clear, before she too left the bathroom as if nothing had happened, walking to class with a newfound swagger…

* * *

Kathryn left in between first and second period, for what one posse members described as a "medical emergency" when the roll was called during the next class. Angelica smiled when she heard. She imagined a panicked Kathryn, struggling with how to describe the situation. Did she lie? How did she describe her accident? Apparently, peeing your pants was enough to warrant an early dismissal at this privilege, insular private school.

* * *

Angelica's best friend Kylie ran up to Angelica towards the end of last period.

"Hey Ang, with Kathryn out, they're looking for a replacement for her on the track team. I know you quit a while back-"

Kylie was right, Angelica did quit the track team despite being somewhat talented, in large part because of Kathryn's taunting. But with a newfound confidence and Kathryn nowhere to be found, Angelica had nothing to lose.

"Sure, I'd be delighted to!"

* * *

With the runners from each of New York's illustrious private schools lined up, Angelica was going up against athletes that had trained for months for this particular event. But, she grinned her mischievous grin, knowing that the symbiote was going to help her out.

BANG! With the starter's pistol fired, Angelica easily took an early lead that only grew and grew until she had handily defeated all the other runners.

The track coach ran up to her. "My God, Fortunato, that was brilliant! That might even be some kind of school record! And look at you, you hardly broke a sweat!"

"What can I say, Coach?" Angelica said. "I've been practicing real hard ever since I quit."

* * *

"Tell me exactly what was it you saw…"

"It was," Kathryn hesitated, not wanting to remember the horrible beast. "It.. it looked like that Venom guy. Except not a guy. A girl. Slim, but like, really fit. Covered head-to-toe in that… whatever the hell it was…"

"Did it have a message?"

"To stop tormenting the girls at my school. And that she's always watching."

Seamus McAllister nodded as he stroked his chin.

"Don't tell anyone else this information, my dear. There are forces at play far beyond your wildest comprehension."

"Am I going to be okay, dad?"

Seamus leaned over his daughter, and kissed her on the head.

"I will always protect you. And I will bring whoever this new Venom is to justice for what she has done to you…"


	5. Chapter 4: Kathryn's Terror

_**Spider-Man: She-Venomous**_

 **by Boofka**

 **Chapter 4: Kathryn's Terror**

When Angelica came down the stairs to get ready to go to school, her father was seated in one of the house's ornate chairs, waiting for her.

"My men picked up word that the McAllister crime family, a big Irish crime family and one of our main competitors, is investigating who won the bidding for the Venom symbiote after Seamus McAllister's daughter Kathryn claimed a symbiote-clad female attacked her at school today."

Angelica scoffed.

"That little bitch has been tormenting me for years, and your first thought is of some paddy crime-lord 'investigating' on your investment that I happen to use and wear on a daily basis? You have some misplaced priorities, dad…"

Angelica refused to acknowledge her father again as she opened the front door and left the house. Don Fortunato sighed and shook his head, debating what to do next…

* * *

As Angelica entered the locker room that day to get ready for gym class, she smelled something rotten emanating from her locker. As she undid the lock and opened it, she saw that rotten eggs had been smashed over her gym clothes.

"Hey, Angelica," Kathryn asked mockingly. "Don't you know it's an automatic zero for the day if you don't show up in gym clothes?"

Angelica smiled. "Well, luckily I have a backup pair!"

Angelica went into the stall of a bathroom seemingly to change, as the symbiote shifted around to become clothes identical to her soiled gym clothes. Kathryn looked displeased.

* * *

A few days later, Kathryn once again wanted to make Angelica the target of humiliation.

Once she noticed it was a classmate's birthday, she moved quickly into the cafeteria. Stealing one of the birthday cakes at the table, she snuck up and followed behind Angelica. As she pulled out a chair in order to sit next to Kylie, Kathryn put the cake in the chair, and quickly ran away.

As Angelica sat down, she could feel the chocolate cake collapse under her weight. She stood up and heard the mocking laughter of her classmates, and saw the imprint of chocolate frosting on her bottom.

Angelica ran away from the cafeteria, tears in her eyes. When she arrived in the bathroom, she looked at herself in the mirror.

 _It's okay…_ , the symbiote assured her, as it absorbed what was left of the cake. _We happen to like… this substance you humans call chocolate._

Angelica couldn't speak, her blood was boiling with anger. She had grown tired of Kathryn's humiliating pranks. Enough was enough.

The symbiote was feeding off her anger. Without warning or Angelica willing it to do so, the symbiote began to form on her, more manically and less smoothly than it had before.

"She pays…" Angelica whispered as the mask formed over her face. " _TONIGHT_!"

With her suit now complete, the newly-transformed Angelica let out a monstrous roar that reverberated throughout the school. No one knew the cause, but many heard it and wondered about its source.

Not even a shiver went down the spine of Kathryn as she was being spied on, watched by silent eyes in the air-duct above her as she finished eating her lunch…

* * *

Kathryn slammed the door of her room. With both her parents at work, she had the house to herself, with a plan to unwind after the strange events of the past few days.

"Hello, Kathryn!"

A voice came from her bed. She noticed new, black bedsheets with a strange texture were now on top of her bed, and underneath them was the naked body of Angelica Fortunato.

"What the fuck are you doing here?" Kathryn asked. "You know, I always assumed you were some kinda weird pervert stalker girl. You're like obsessed with me. And… and are you naked under that bedsheet?"

"I am," Angelica said, standing up in the nude.

Kathryn pulled a small box out from under a bookshelf, opened it, and produced a small handgun.

"Get the fuck out of my house, Angelica. And believe me, I'm trained with this, and I'm trained well."

"I wouldn't do that if I were you, Kathryn," Angelica said, a menacing smile growing on her face.

She crawled back on top of the bedsheets, which began to melt and form some kind of costume around her.

Kathryn screamed as she saw Angelica's naked body transformed into that of the monster that had attacked her in the bathroom a few days before.

"You ssssseeeeee, Kathryn, I'm no longer Angelica Fortunato," she said, as the transformation into She-Venom was complete. Still on all fours, she let out a monstrous roar before leaping next to Kathryn.

"I AM SHE-VENOM, AND YOU FAILED TO LISTEN TO ME!"

Kathryn passed out on the floor, as Angelica let out a maniacal laugh.

* * *

When Kathryn came too, she was dangling off a flagpole on the side of a skyscraper in downtown Manhattan. Her midsection was covered with strange webbing that appeared to be attached to a lone, dangling thread of webbing off the flagpole. She dared not squirm out of it for fear that she might fall and plunge to her death.

She screamed as she saw out of the corner of her eye a creature wearing some sort of oily, black costume crawl towards her.

The creature walked on the flagpole towards Kathryn, standing over her. It was the creature she has seen earlier in the bathroom, and then later in her bedroom: She-Venom.

She-Venom's mask and toothy maw receded, turning instead into the mocking face of Angelica Fortunato.

"Angelica, please!" Kathryn pleaded with her captor. "Let me go!"

"I'm sorry, but this is too much fun to watch!" Angelica responded. "You've mocked me, ridiculed me, made me the target of your jokes and pranks since the day I met you!"

"I take it all back," Kathryn said, now crying. "Please, please, just let me go!"

"Let you go?" Angelica asked knowingly, as the mask reformed on her face. "WITH PLEASURE!"

Using one of her clawed hands, she cut the cord that was keeping Kathryn attached to the flagpole. Kathryn dropped down quickly off the side of the building, screaming at the top of her lungs.

Realizing that her murder would draw unwanted attention to her, at the last minute Angelica dived off the flag pole, sending webbing towards Kathryn in order to rein her in and pick her up before she hit the ground below.

"Oh, thank you, thank you so-" Kathryn muttered with relief.

Angelica saw a nearby dumpster as she was close to the ground. Knowing that at this height, Kathryn would just be bruised, she dropped her into the dumpster, laughing while doing so.

As she stood defiantly above the dumpster where she just deposited Kathryn, Angelica let out a mighty roar.

"This is the greatest gift... that I have ever received. And I'm never EVER letting go of it…."

* * *

Vincente Fortunato made a panicked call in the middle of the night while Angelica was away.

"Please, please, you've got to help me… I thought I knew what I was signing up for, but it's transformed her… into a monster. Not just a symbiote, an actual monster. She's out of control. I'm afraid of what she'll do with it now. I'm afraid she isn't following the plan. No progress has been made on finding and apprehending Spider-Man! Instead, she's about to start a war with the McAllisters all because of some petty revenge. Please, I need your help. You've always been better than her. I want you to be the new host…"


End file.
